Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Greenfire Resources Ltd. (Name of Issuer) |
Common Shares (Title of Class of Securities) |
39525U107 (CUSIP Number) |
Aaron Michael Daniels, Esq. Brigade Capital Management, LP, 399 Park Ave, 16th Floor New York, NY, 10022 212-745-9700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/23/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 39525U107 |
| 1 |
Name of reporting person
Brigade Capital Management, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| CUSIP No. | 39525U107 |
| 1 |
Name of reporting person
Brigade Capital Management GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
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| CUSIP No. | 39525U107 |
| 1 |
Name of reporting person
Donald E. Morgan, III | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares | |
| (b) | Name of Issuer:
Greenfire Resources Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
1900 - 205 5th Avenue SW, Calgary,
ALBERTA, CANADA
, T2P 2V7. | |
Item 1 Comment:
The name of the issuer is Greenfire Resources Ltd. (the "Issuer"). The address of the Issuer's principal offices is Suite 1900 - 205 5th Avenue SW, Calgary, Alberta T2P 2V7. This Amendment No. 3 to Schedule 13D relates to the Issuer's Common Shares (the "Common Shares" or "Shares"). | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed jointly by Brigade Capital Management, LP , a Delaware limited partnership ("Brigade CM"), Brigade Capital Management GP, LLC, a Delaware limited liability company ("Brigade GP") and Donald E. Morgan, III.Brigade CM, Brigade GP and Mr. Morgan are sometimes individually referred to herein as a "Reporting Person" and collectively as the "Reporting Persons" or "Brigade." | |
| (b) | The principal business address of the Reporting Persons is 399 Park Avenue, 16th Floor, New York, NY 10022. | |
| (c) | The principal business of Brigade CM is managing investments.Brigade GP is the general partner of Brigade CM.Mr. Morgan is the managing member of Brigade GP. | |
| (d) | None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Each natural person identified in this Item 2 is a citizen of the United States. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The funds used for the acquisition of the Common Shares previously reported came from the working capital of private funds and accounts advised by Brigade CM. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons are filing this Schedule 13D/A to report that, on December 23, 2024, Brigade CM entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with (i) M3-Brigade Sponsor III LP, (ii) Waterous Energy Fund III (Canadian) LP, Waterous Energy Fund III (US) LP, Waterous Energy Fund III (International) LP, Waterous Energy Fund III (Canadian FI) LP, Waterous Energy Fund III (International FI) LP (collectively, the WEF Energy Funds") and (iii) the Issuer, pursuant to which Brigade CM and M3-Brigade Sponsor III LP agreed to, among other things, sell all of the Common Shares and warrants held (or beneficially owned, as applicable) by them to the WEF Energy Funds for an aggregate sale price of $81,853,033.15 or $7.83 per Common Share and $3.37 per warrant.The foregoing was a summary of certain material terms of the Securities Purchase Agreement. The foregoing description is not, and does not purport to be, complete and, except as otherwise described above, is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which has been filed as Exhibit B, and is incorporated herein by reference.The Reporting Persons are also filing this Schedule 13D/A to report that Matthew Perkal, an employee of Brigade CM, has resigned from the Issuer's Board of Directors.Although the Reporting Persons do not have any specific plan or proposal to acquire, transfer or dispose of Common Shares at the time of this filing, consistent with their investment purpose, the Reporting Persons may, either directly or through one or more affiliates, from time to time or at any time and subject to price, market and general economic and fiscal conditions and other factors, acquire or seek to acquire additional shares of Common Shares in the open market, in privately negotiated transactions or otherwise, or dispose of or seek to dispose of all or a portion of such shares of Common Shares now owned or hereafter acquired. The Reporting Persons reserve the right to change their intention with respect to any or all of the matters required to be disclosed in this Item 4.The Reporting Persons have not made a determination regarding a maximum or minimum number of shares of Common Shares or other securities of the Issuer that it may hold at any point in time.Except as set forth herein and below, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons have no present plans or proposals that would relate to or result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D. Although the foregoing reflects activities presently contemplated by such persons with respect to the Issuer, the foregoing is subject to change at any time. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, the Reporting Persons beneficially own an aggregate of 0 Common Shares, representing approximately 0% of the Issuer. | |
| (b) | As of the date hereof, the Reporting Persons have the shared power to vote and dispose of 0 Common Shares. | |
| (c) | Other than the Shares sold pursuant to the Securities Purchase Agreement as described in Item 4, there have been no transactions in the Shares by the Reporting Persons during the past sixty days. | |
| (d) | No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, Common Shares beneficially owned by the Reporting Persons. | |
| (e) | The Reporting Persons ceased to be the beneficial owners of more than five percent of the Shares as of December 23, 2024. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Other than as described below and in Item 4 herein, there are no contracts, arrangements, understandings or relationships with respect to securities of the Issuer.Donald E. Morgan, III owns limited partnership interests in M3-Brigade Sponsor III LP, a sponsor investment vehicle that previously held Common Shares of the Issuer. Mr. Morgan did not have beneficial ownership of the Issuer's Common Shares held by M3-Brigade Sponsor III LP. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A - Joint Filing StatementExhibit B - Securities Purchase Agreement | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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